SHARE PURCHASE AGREEMENTShare Purchase Agreement • December 12th, 2005 • Spark Networks PLC • Services-business services, nec • New York
This Share Purchase Agreement (this “Agreement”) is made as of December 1, 2005, by and among Great Hill Investors, LLC, a Massachusetts limited liability company, whose registered office is located at One Liberty Square Boston, Massachusetts 02109 (“GHI”), Great Hill Equity Partners II Limited Partnership, a Delaware limited partnership, whose registered office is located at One Liberty Square Boston, Massachusetts 02109 (“GHEP”) and Great Hill Affiliate Partners II Limited Partnership, a Delaware limited partnership whose registered office is located at One Liberty Square Boston, Massachusetts 02109 (“GHAP”), Criterion Capital Partners, L.P., a California limited partnership, whose registered office is located at 435 Pacific Avenue, San Francisco, California 94133 (“CCP”), Criterion Institutional Partners, L.P., a California limited partnership, whose registered office is located at 435 Pacific Avenue, San Francisco, California 94133 (“CIP”) and Criterion Capital Partners Ltd., a Cay
SHARE PURCHASE AGREEMENTShare Purchase Agreement • December 12th, 2005 • Spark Networks PLC • Services-business services, nec • New York
This Share Purchase Agreement (the “Agreement”) is made as of December 1, 2005, by and among Great Hill Investors, LLC, a Massachusetts limited liability company, whose registered office is located at One Liberty Square Boston, Massachusetts 02109 (“GHI”), Great Hill Equity Partners II Limited Partnership, a Delaware limited partnership, whose registered office is located at One Liberty Square Boston, Massachusetts 02109 (“GHEP”) and Great Hill Affiliate Partners II Limited Partnership, a Delaware limited partnership whose registered office is located at One Liberty Square Boston, Massachusetts 02109 (“GHAP), and Alon Carmel, an individual, whose resident address is located 256 South Rodeo Drive, Beverly Hills, CA 90211 USA (the “Seller”). Each of GHI, GHEP and GHAP are referred to as a “Buyer.”
STANDSTILL AGREEMENTStandstill Agreement • December 12th, 2005 • Spark Networks PLC • Services-business services, nec • New York
This STANDSTILL AGREEMENT (this “Agreement”) is made as of December 1, 2005, by and between Spark Networks plc, a public limited company registered in England and Wales under number 3628907 whose registered office is located at 24-26 Arcadia Avenue, Finchley Central, London N3 2JU, England (the “Company”), and Great Hill Equity Partners II, Limited Partnership, a Delaware limited liability company whose registered office is located at One Liberty Square Boston, Massachusetts 02109 (“Shareholder”).
Agreement for Joint FilingJoint Filing Agreement • December 12th, 2005 • Spark Networks PLC • Services-business services, nec
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned each hereby agrees to the joint filing on behalf of each of them of a Statement on Schedule 13D, including amendments thereto (the “Schedule 13D”) with respect to ordinary shares, par value 0.01 pound per share, of Spark Networks plc, a public limited company registered in England and Wales under number 3628907, and further agrees that this Joint Filing Agreement be included as an exhibit to the Schedule 13D provided that, as contemplated by Section 13d-1(k)(1)(ii), no person shall be responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate. This Joint Filing Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
